-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BW/KIUsOHhe3Q3b12V90pyeJYbkfqQQJa+Ne9L3Vh1dHZGmITEpiutE4F2BVJ0ac 7x2Gmdk0AHDuOW5xJYopMA== 0001209191-08-041029.txt : 20080702 0001209191-08-041029.hdr.sgml : 20080702 20080702213952 ACCESSION NUMBER: 0001209191-08-041029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080702 DATE AS OF CHANGE: 20080702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR ADVISORS LLC CENTRAL INDEX KEY: 0001284082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 08936402 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP ET AL STREET 2: 590 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128721000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EMISPHERE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000805326 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133306985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 240 CEDAR KNOLLS RD. STREET 2: SUITE 200 CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 BUSINESS PHONE: 973-532-8000 MAIL ADDRESS: STREET 1: 240 CEDAR KNOLLS RD. STREET 2: SUITE 200 CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 FORMER COMPANY: FORMER CONFORMED NAME: CLINICAL TECHNOLOGIES ASSOCIATES INC DATE OF NAME CHANGE: 19920128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RACHESKY MARK H MD CENTRAL INDEX KEY: 0001194368 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 08936404 BUSINESS ADDRESS: STREET 1: NEOSE TECHNOLOGIES INC STREET 2: 102 WITMER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2122620005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 08936400 BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-728-5977 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Partners IIA LP CENTRAL INDEX KEY: 0001301390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 08936399 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-872-1000 MAIL ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Advisors II LLC CENTRAL INDEX KEY: 0001301392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 08936401 BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-728-5977 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Capital Partners Master Account LP CENTRAL INDEX KEY: 0001354805 STATE OF INCORPORATION: 1A FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 08936403 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 bny62331_mhremisphe4.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-06-30 0000805326 EMISPHERE TECHNOLOGIES INC EMIS 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 1 0 1 0 0001354805 MHR Capital Partners Master Account LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001284082 MHR ADVISORS LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001301390 MHR Institutional Partners IIA LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001301392 MHR Institutional Advisors II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001277742 MHR FUND MANAGEMENT LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Convertible Note 3.78 2008-06-30 4 J 0 205885 A 2012-09-26 Common Stock 54467 3864371 I See Footnote Convertible Note 3.78 2008-06-30 4 J 0 28155 A 2012-09-26 Common Stock 7448 528461 I See Footnote Convertible Note 3.78 2008-06-30 4 J 0 224020 A 2012-09-26 Common Stock 59265 4204753 I See Footnote Convertible Note 3.78 2008-06-30 4 J 0 564373 A 2012-09-26 Common Stock 149305 10593054 I See Footnote Since May 16, 2006, the Reporting Persons have held 11% Senior Secured Convertible Notes of the Issuer (the "Convertible Notes"). The Convertible Notes are convertible into shares of the Issuer's common stock, par value $.01 per share (the "Common Stock). Interest on the Convertible Notes is payable in kind semi-annually in arrears through the issuance to the Reporting Persons of additional Convertible Notes. This Form 4 is being filed to report the receipt of additional Convertible Notes as paid-in-kind interest on the Convertible Notes already held by the Reporting Persons. These securities are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Master Account. MHR Fund Management LLC, a Delaware limited liability company ("Fund Management"), has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Master Account. These securities are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed the beneficial owner of the securities held for the account of Capital Partners (100). Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Capital Partners (100) and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Capital Partners (100). These securities are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Institutional Partners II and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners II. These securities are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners IIA. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Institutional Partners IIA and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners IIA. The Convertible Notes are exercisable immediately upon receipt thereof by the Reporting Persons. /s/ Hal Goldstein, Attorney-in-Fact 2008-07-02 EX-99 2 ex99.txt ADDITIONAL EXHIBITS Name: MHR Capital Partners Master Account LP Address: 40 West 57th Street, 24th Floor New York, New York 10019 Designated Filer: Mark H. Rachesky, M.D. Issuer and Ticker Symbol: Emisphere Technologies, Inc. (EMIS) Date of Event Requiring Statement: 06/30/08 Signature: MHR CAPITAL PARTNERS MASTER ACCOUNT LP By: MHR Advisors LLC, as General Partner By: /s/ Hal Goldstein --------------------------------------- Name: Hal Goldstein Title: Vice President Name: MHR Advisors LLC Address: 40 West 57th Street, 24th Floor New York, New York 10019 Designated Filer: Mark H. Rachesky, M.D. Issuer and Ticker Symbol: Emisphere Technologies, Inc. (EMIS) Date of Event Requiring Statement: 06/30/08 Signature: MHR ADVISORS LLC By: /s/ Hal Goldstein ------------------------------- Name: Hal Goldstein Title: Vice President Name: MHR Institutional Partners IIA LP Address: 40 West 57th Street, 24th Floor New York, New York 10019 Designated Filer: Mark H. Rachesky, M.D. Issuer and Ticker Symbol: Emisphere Technologies, Inc. (EMIS) Date of Event Requiring Statement: 06/30/08 Signature: MHR INSTITUTIONAL PARTNERS IIA LP By: MHR Institutional Advisors II LLC, as General Partner By: /s/ Hal Goldstein --------------------------------- Name: Hal Goldstein Title: Vice President Name: MHR Institutional Advisors II LLC Address: 40 West 57th Street, 24th Floor New York, New York 10019 Designated Filer: Mark H. Rachesky, M.D. Issuer and Ticker Symbol: Emisphere Technologies, Inc. (EMIS) Date of Event Requiring Statement: 06/30/08 Signature: MHR INSTITUTIONAL ADVISORS II LLC By: /s/ Hal Goldstein --------------------------------- Name: Hal Goldstein Title: Vice President Name: MHR Fund Management LLC Address: 40 West 57th Street, 24th Floor New York, New York 10019 Designated Filer: Mark H. Rachesky, M.D. Issuer and Ticker Symbol: Emisphere Technologies, Inc. (EMIS) Date of Event Requiring Statement: 06/30/08 Signature: MHR FUND MANAGEMENT LLC By: /s/ Hal Goldstein --------------------------------- Name: Hal Goldstein Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----